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U.S. PUBLIC FINANCE

CREDIT OPINION11 September 2019

Contacts

David Kamran [email protected]

Marcelle Meyer +1.212.553.4128Associate [email protected]

Kurt Krummenacker +1.212.553.7207Senior Vice President/[email protected]

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Portland (City of) ME Airport EnterpriseUpdate to credit analysis

SummaryPortland Airport Enterprise's (“the jetport”; Baa1 stable) credit profile reflects thestable economic profile of the jetport’s service area and the strong airline diversityincluding multiple low-cost carriers, with the largest carrier accounting for only 28.5% ofenplanements. The credit profile further incorporates the jetport’s competition with nearbyBoston-Logan International, and high leverage as measured by debt per origin & destination(O&D) enplanement and narrow debt service coverage ratios (DSCRs), reflecting costsincurred for the recently completed terminal expansion program. Going forward, the jetporthas limited capital requirements as a result of the recent terminal expansion, which willenable the jetport to gradually delever.

Exhibit 1

Steady enplanement growth is supporting stable debt service coverage for the jetport

0.00

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

750

800

850

900

950

1,000

2014 2015 2016 2017 2018

DS

CR

(x)

En

pla

ne

me

nts

('0

00

)

Total Enplanements ('000) Total Coverage By Net Revenues (x)

*Enplanements correspond to the left axis and DSCR corresponds to the right axisSource: Moody's Investors Service

Credit Strengths

» Stable service area that is the primary economic driver for the state

» Strong airline diversity that includes legacy and low-cost carriers, with the primary carrieraccounting for only 28.5% of enplanements

» Higher enplanement stability than other small hub airports in the region due to thejetport's role as primary airport for central and northern Maine, which is subject to lesscompetition from Boston-Logan International

» Terminal expansion project was completed early and on-budget, allowing the jetport tobenefit from increased efficiencies

» Five-year capital plan remains limited in scope, with relatively small airport contributionsexpected

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Credit Challenges

» Competition from nearby Boston-Logan International Airport, which has historically absorbed the majority of the region'senplanement growth

» High leverage as a result of the 2011 expansion and renovation of the jetport's terminal

» DSCR is narrow as a result of the high debt level

» Small enplanement base, although some growth is expected

Rating OutlookThe stable outlook reflects the expectation of continued strong enplanement growth, sustained by recent capacity additions andadditional service, which will support stability in airline cost per enplanement, liquidity and coverage ratios near current levels.

Factors that Could Lead to an Upgrade

» Continued and sustainable period of enplanement growth stemming from a greater demand for local air service

» Substantial revenue growth resulting in sustained DSCR by net revenue above 1.75x and liquidity above 600 days cash on hand

Factors that Could Lead to a Downgrade

» Sustained decline or lower-than-projected growth in enplanements that negatively impacts revenues and PFC collection

» DSCR by net revenues consistently lower than 1.20x

» Deteriorating competitive position coupled with loss of airline diversity

Key Indicators

Key Indicators for Portland (City of) ME Airport EnterprisePORTLAND (CITY OF) ME AIRPORT ENTERPRISE

2014 2015 2016 2017 2018

Enplanements ('000) 844 844 876 914 971

Enplanement Annual Growth (%) 3.0 -0.1 3.9 4.3 6.2

Debt Outstanding ($'000) 121,600 119,985 118,320 114,760 112,060

Debt + ANPL Per O&D Enplaned Passenger ($) $ 144.04 $ 149.83 $ 142.42 $ 135.99 $ 125.19

Days Cash on Hand 350 462 518 474 394

Debt Service Coverage by Net Revenues (x) 1.27 1.36 1.29 1.39 1.15

Debt Service Coverage by Bond Ordinance (x) 1.47 1.62 1.41 1.55 1.34

Source: Moody's Investors Service, Portland Airport Enterprise Audited Financial Statements

ProfilePortland International Jetport is Maine's largest airport by number of passengers serving most of the major domestic airlines and over1,100,000 enplanements a year (estimated fiscal 2019). The jetport is located in Cumberland County, approximately five miles westof downtown Portland with direct access to US Interstate 95. The jetport facilities include two runways, one 7,200 feet long and a6,100 foot crosswind runway, both 150 feet wide; a 294,000 square-foot passenger terminal building with three levels; 12 loadinggates; 9,000 square yards of air cargo apron and two cargo sort buildings; 3 baggage claim carousels; 2,162 space parking garage andapproximately 300,000 of leasable square feet.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 11 September 2019 Portland (City of) ME Airport Enterprise: Update to credit analysis


Detailed Credit ConsiderationsRevenue Generating BaseA steady underlying economic service area will support continued enplanement growth at the jetport. The air trade area consists of thecities of Portland (Aa1, stable) and South Portland (Aaa, stable), as well as a seven-county area, which is the primary economic regionfor the state of Maine (Aa2, stable). The area's industry profile includes a diverse group of businesses, particularly focused in educationand health services, representing 19% of total employment. Population growth is below-average at 0.6% annually since 2013, but issupported by positive in-migration to the area. The city of Portland has comparatively low unemployment at 2.5% as of May 2019versus 3.4% at the national level, despite a recent in-migration surge from job seekers. Employment growth has been largely in high-wage jobs, including medical and financial positions. Additionally, employers are increasing wages to attract qualified workers, dueto the already very low unemployment rate. Gains in employment will bolster other sectors, including construction and healthcare,which will also grow at an above-average pace due to the increase in retiree population in the area. Recent mild winters have made thearea more attractive to both retirees and young professionals, which are the two age groups that are driving the in-migration trends.Portland continues to benefit from local defense spending, as the U.S. Navy recently awarded an $11 million contract to Bath IronWorks to provide lead yard services for Arleigh Burke-class destroyers, in addition to the prior $49.8 million contract awarded last yearto provide design assistance for the defense destroyers that could rise to $304.8 million if it is extended over four years. Therefore,BIW is recalling laid-off workers and is adding high-paying engineering jobs. These strong migration trends, along with gains in the localeconomy will support continuing growth in demand for air service in the region.

The jetport operates in a highly competitive market and will continue to have a minority of passenger traffic as the region continues tofavor the nearby large, international hub at Boston-Logan International (BOS). The jetport faces substantial competition from Boston-Logan International and, to a lesser degree, Manchester-Boston Regional Airport, which are 112 miles and 78 miles away from thejetport, respectively. The jetport also benefits from its capacity to capture north-south traffic in areas north of Portland. BOS is a hubfor JetBlue and offers an array of carriers and routes, including many low-cost, ultra low-cost, and international carriers. Enplanementsat Logan increased 6.7% in 2018 compared to an increase of 6.2% at the jetport and -0.7% at Manchester. Historically, the large-hubairport in the Boston region has absorbed much of the region's enplanement growth. However, within the northeast, BOS and thejetport are the only two airports to surpass their prior peak passenger volumes, showing the jetport's strong and growing passengerbase and travel demand. Additionally, the jetport reached an all-time enplanement record in 2018, reaching 970,649 enplanements,which is expected to be surpassed in 2019 with over 1,100,000 enplanments.

The jetport benefits from a high level of airline diversity, which is unusual for small-hub airports, and the diversity should continue toimprove due to the growing presence of new entrants. American Airlines is the jetport's primary carrier, however, it only accounts for28.5% of enplanements. Airline diversity has been increasing, due to the entrance by Southwest in fiscal 2013 (now accounting for15.5% of enplanements) and Frontier in July 2018. Airlines also have been up-gauging aircraft, and American Airlines and Delta haveimplemented new service routes.

In 2016, the jetport executed a new airline agreement with all of the carriers that operate at the jetport and extends until June30, 2021. The agreement is substantially similar to the prior contract with the addition of a new signatory class, which applies tosmaller carriers with maximum gross landed weight of 12 million pounds. The additional class allows for local and regional carriers tohave some of the benefits of being a signatory airline while not having to meet the same minimum requirements as larger carriers.The agreement remains a compensatory rate making methodology with a provision for majority-in-interest approval for capitalimprovements similar to the prior agreement. Additionally, the agreement includes an extraordinary coverage provision offering someadditional rate recovery to meet the rate covenant on Series 2010 debt service, allowing the jetport to adjust rental and landing feerates when estimated costs vary by 30% or more, ensuring a 1.25 times coverage of debt service and required deposits. In the eventsuch extraordinary payments are made, the jetport must repay the airlines when uncommitted funds become available. All of theairlines that were signatory carriers in 2016 have executed the new agreement. Elite Airways and Frontier commenced service from theJetport in 2016 and 2018, respectively, and continue to operate as non-signatory airlines.

Financial Operations and PositionIncreasing activity at the jetport will support stable financial metrics moving forward. In fiscal 2018, net revenue DSCR declined to 1.15xcompared to 1.39x and 1.29x in fiscal 2017 and 2016, respectively, slightly below historical levels, which have averaged 1.29x since fiscal



2014. The decline was due to an increase in debt service of approximately 16%, and rising expenditure, despite positive enplanementand revenue growth, though debt service will remain flat going forward, resulting in stable coverage more in line with historic levels.Bond ordinance DSCR in 2018 declined as well to 1.34x from 1.55x in fiscal 2017. Management expects increased coverage in fiscal2019 and 2020, at 1.61x (projected) and 1.49x (budgeted), on a Moody's net revenue basis. The increases are the result of expectedincreases in airline revenues and minimal increases in operating expenses and debt service. A refunding planned for Q4 of 2019 isexpected to lower annual debt service and improve coverage metrics moving forward.

Since the terminal expansion project was completed, the jetport's cost per enplanement (CPE) has remained very stable at about $8,and should continue to remain near current levels. For fiscal 2018, CPE was $7.72, which represents a compound annual increase of1.7% per year since fiscal 2014. The modest increase is the result of the level annual debt service schedule and adequate cost control bymanagement. Preliminary, unaudited result show CPE for fiscal 2019 to be $7.80. CPE at the jetport is the lowest in the Boston region,with nearby Manchester-Boston Regional at $13.13 and Boston-Logan International at $14.37, favorably differentiating the jetportas a low-cost option for carriers. CPE should continue to remain stable, which will support the jetport's market position in the highlycompetitive Greater Boston region.

LIQUIDITYLiquidity levels have moderated somewhat recently, after several years of rising due to the jetport's compensatory airline agreementand minimal capital funding from cash flows. At fiscal 2018 year-end, the jetport's liquidity was 394 days cash on hand, up from300 days cash on hand at fiscal 2013 year-end though moderately lower than the last three years. For fiscal 2019, 516 days cash onhand is projected and for fiscal 2020, 451 days cash on hand is budgeted. Through fiscal 2022, there is potential for some reserves tobe utilized for several capital projects, but management expects to maintain an unrestricted cash balance of at least 365 days cashthroughout this period. Liquidity will also be supported by any benefits stemming from a refunding expected to take place later thisyear.

Debt and Other LiabilitiesWhile leverage remains high, the jetport should continue to delever due to scheduled debt amortization and no plans for additionalgeneral airport revenue bond (GARB) debt. As of fiscal 2018 year-end, the jetport had $112 million of GARB debt outstanding, whichtranslates to $115.45 debt per O&D enplaned passenger. This amount of leverage is high compared to other similarly rated small-hubairports and is the result of debt funding for the terminal expansion project, which was completed in 2012. This is partially offset bythe relatively low pension liability. Moreover, the jetport has a modernized terminal and leverage has decreased annually since fiscal2012, when it peaked at $155.82, due to debt amortization and continued enplanement increases. No new GARB borrowing and strongpassenger growth should allow the jetport continue to delever over the next few years.

In fiscal 2020, the jetport could potentially issue approximately $9 million in Passenger Facility Charge (PFC) debt to finance a FederalInspection Services Facility and a baggage claim expansion.

DEBT STRUCTUREThe jetport's $112.1 million of GARB debt outstanding are all fixed rate and amortizing. Debt service will be $8.6 million in fiscal 2019,will remain relatively stable through 2032, and then decrease annually through final maturity in 2040.

DEBT-RELATED DERIVATIVESNone.

PENSIONS AND OPEBFor fiscal 2018, our adjusted net pension liability for the jetport was $9.5 million compared to a reported liability of $2.1 million. Thisunfunded pension liability is not a key credit consideration for the jetport as it is less than 9% of total debt outstanding. We adjust thereported pension liabilities of entities that report under governmental accounting standards, to enhance comparability across ratedissuers. Under governmental pension accounting, liabilities are discounted using an assumed rate of investment return on plan assets.Under our adjustments, we value liabilities using a market based discount rate for high quality taxable bonds, a proxy for the risk ofpension benefits.



Management and GovernanceThe jetport is owned and operated by the city (Portland (City of) ME, Aa1 stable) and is managed by its airport director who isappointed by the city manager. The city manager is appointed by majority vote of the city council, is the administrative head of the cityand is responsible to the city council for the administration of all departments. The airport director has sole responsibility for hiring allpersonnel necessary to operate the jetport.

Methodology and Scorecard FactorsThe principal methodology used was Publicly Managed Airports and Related Issuers published in March 2019. Please see the RatingsMethodologies page on www.moodys.com for a copy of this methodology.

Note: The grid is a reference tool that can be used to approximate credit profiles in the airport sector in most cases. However, thegrid is a summary that does not include every rating consideration. Please see the Publicly Managed Airports and Related Issuersmethodology report for more information about the limitations inherent to grids.

The actual rating of Baa1 is one notch above the Baa2 grid indicated rating. The actual rating considers the strong level of airlinediversity that the jetport has, which is uncommon for a small hub. This limits potential downside enplanement trends as indicated bythe minimal enplanement declines during the most recent recession. The actual rating further expects that leverage will continue todecline as a result of amortizing debt and all future borrowing can be deferred if uneconomical.

Exhibit 3

Portland (City of) ME Airport Enterprise Methodology Scorecard

Regional Position: Regional

Rate Making Framework: Compensatory

Factor Subfactor Score Metric

1. Market Position a) Size of Service Area (millions) Baa 0.535

b) Economic Strength and Diversity of Service Area Baa

c) Competition for Travel Baa

2. Service Offering a) Total Enplanements (millions) Ba 0.97

b) Stability of Traffic Performance Baa

c) Stability of Costs A

d) Carrier Base (Primary Carrier as % of Total Enplanements) Aa 28.5%

3. Leverage and Coverage a) Net Revenue Debt Service Coverage Baa 1.15x

b) Debt + ANPL (in USD) per O&D Enplaned Passenger Ba $125.19

Metric Notch

4. Liquidity Days Cash on Hand 394 0

5. Connecting Traffic O&D Traffic 0.0% 0

6. Potential for Increased Leverage 0

7. Debt Service Reserves 0

Scorecard Indicated Outcome: Baa2

Source: Moody's Investors Service



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